BEXU Vendor Platform Agreement

1. Agreement and acceptance

1.1 This Vendor Platform Agreement, its Schedules and the Vendor Platform Order Form together govern the Vendor’s onboarding, access to and use of the BEXU Platform, including Vendor Services and, where enabled, Vendor Products.

1.2 The parties are BEXU Portal L.L.C., a limited liability company licensed in Dubai, United Arab Emirates (BEXU), and the Vendor identified in the accepted Order Form or authenticated account-registration record. BEXU shall make its corporate identity, legal status, registered address, licensing authority and contact details available through the Platform’s legal information. Each is a Party and together they are the Parties.

1.3 The Agreement takes effect when the Vendor signs or electronically accepts it and continues until terminated under Clause 16. The person accepting confirms authority to bind the Vendor. BEXU may retain the accepted version, acceptance date and time, identity and associated electronic record.

1.4 BEXU provides a digital marketplace and business-management platform. The Vendor is the direct provider and seller of its Vendor Services and Vendor Products and remains responsible for their performance, quality, safety, fulfilment and legal compliance. Acceptance of this Agreement does not itself authorise an unlicensed activity or activate an optional paid feature.

1.5 The Order Form records the Vendor’s approved category, activities, locations and any expressly accepted optional arrangement. A specific written commercial variation accepted by both Parties prevails over the relevant standard commercial term. The Agreement otherwise prevails over an Order Form, and mandatory Applicable Law prevails over both.

2. Definitions

2.1 Applicable Law means federal and local laws, regulations, regulatory requirements and binding directions applicable in the United Arab Emirates to a Party, the Platform or a Transaction.

2.2 Booking means a reservation for a Vendor Service confirmed through the Platform. Business Day means a day other than Saturday, Sunday or an official public holiday in the United Arab Emirates.

2.3 Completed Transaction means a Vendor Service actually performed and recorded as completed, or a Vendor Product delivered and confirmed or otherwise evidenced as delivered under the Customer Terms. The rules for packages and memberships in Clause 6 apply. A cancellation or no-show without performance is not a Completed Transaction.

2.4 Customer means a person using the Platform to make a Booking or purchase a Vendor Product. Customer Payment means an amount paid by a Customer for a Transaction, whether directly to the Vendor or through an enabled PSP payment route. Customer Terms means BEXU’s Customer Platform Terms and Conditions of Use.

2.5 Eligible Relationship means the relationship between an identified Customer and the registered Vendor where BEXU is the recorded source of that relationship and the relationship is not exempt under Clause 6. An authenticated account identifier is the primary identifier, supplemented only by lawful, proportionate verification where needed to resolve duplicate accounts or attribution.

2.6 Gross Transaction Value means the amount actually paid or payable for the completed Vendor Service or delivered Vendor Product after Vendor-funded discounts, excluding VAT and separately disclosed delivery charges and before deducting PSP fees. A BEXU-funded discount does not reduce that value to the extent the Vendor receives the discounted amount from BEXU. Refund adjustments are governed by Clause 6.

2.7 Commission means Service Commission or Product Commission payable under Clause 6. Fees means Commission, an accepted Lifetime Fee and any separately accepted promotional or other optional fee. Basic Platform access has no subscription, setup or onboarding fee.

2.8 Lifetime Fee means the single flat one-time fee, exclusive of VAT, recorded in an accepted Lifetime Partner Order Form. Lifetime Partner Scheme means the optional limited-enrolment arrangement in Clause 7. Package Value means a non-cash marketing-service value equal to the Lifetime Fee exclusive of VAT.

2.9 Longstop Date means the fixed date recorded in the accepted Lifetime Partner Order Form by which Public Launch must occur for the non-launch protection in Schedule 4. Public Launch means the Customer App becoming generally available in the UAE for Customers to register and make genuine Vendor Service Bookings capable of ordinary performance and payment, including an enabled direct-to-Vendor payment route, excluding a closed test, pilot or beta release. For a Lifetime Partner place expressly designated as product-only in the accepted commercial record, the corresponding public product purchase and fulfilment functionality is the relevant launch condition. A launch of product selling alone does not satisfy the condition for a service Vendor’s place, and launch of an unrelated stream does not remove an accrued non-launch entitlement.

2.10 Order Form means the written or electronic Vendor Platform Order Form recording the Vendor identity, approved category, activities, locations and expressly accepted commercial elections. A Promotional Order means a separate written or electronic order accepted by both Parties for a specified optional promotional service.

2.11 Platform means BEXU’s Customer App, Vendor App, website, dashboards and related digital services. PSP means a third-party provider duly licensed or authorised to provide the relevant payment services in the UAE. Net Settlement Amount means the amount payable to a Product Seller through the enabled PSP route after deductions properly authorised under Clause 5.

2.12 Vendor means the legal entity or licensed individual registered in the Order Form. Its approved branches form one Vendor for relationship attribution unless a branch is expressly registered under a separate Vendor record before the relevant relationship arises. A change of shareholder, practitioner or booking calendar does not alone create a new relationship. A transfer of a business or branch requires BEXU approval and a documented migration preserving existing exemptions and commission history.

2.13 Vendor Account means the authenticated business account. Vendor Content means names, logos, images, listings, descriptions and other content supplied by or for the Vendor. Vendor Services and Vendor Products mean the services and products approved for listing or sale through the Platform. Product Seller means a Vendor approved to sell Vendor Products.

2.14 Personal Data means information relating to an identified or identifiable natural person under Applicable Law. Chargeback means a payment reversal or dispute initiated through a bank, card scheme or PSP. Transaction means a Booking or purchase recorded through the Platform. Term means the period for which this Agreement remains in effect.

2.15 Onboarding Documentation means the documents and information required under Clause 3, including current licences, permits, authority and verified payment details.

3. Onboarding and Account

3.1 As a condition of Activation and continued access to the Platform, the Vendor shall provide, where applicable:

3.2 A valid trade license, covering all listed activities;

3.3 Premises permits, municipal approvals, health-authority approvals and other sector specific licenses or approvals required for its Vendor Services or Vendor Products;

3.4 Valid professional qualifications, registrations, practice certificates and permits for each staff member or practitioner providing any Vendor Service for which such qualification, registration, certificate or permit is required;

3.5 Its VAT registration certificate and TRN, or confirmation that it is not VAT-registered;

3.6 Identification and authority documents for its authorized signatory;

3.7 Verified UAE bank-account details;

3.8 Any additional documentation reasonably requested by BEXU.

3.9 The Vendor's continued access to the Vendor App is conditioned on maintaining current Onboarding Documentation and compliance standing. All Onboarding Documentation shall be complete and legible and, where not issued in English or Arabic, accompanied by a certified translation. The Vendor shall ensure that all licenses and supporting documents remain valid throughout the Term and shall notify BEXU immediately of any expiry, suspension, revocation, restriction, investigation or regulatory action affecting the Vendor, its personnel or any listed activity.

3.10 The Vendor may permit its authorized personnel to access the Vendor Account solely for the Vendor’s business purposes. The Vendor is responsible for all activity conducted through its account and shall ensure that login credentials are kept secure and are not shared with unauthorized persons. The Vendor shall notify BEXU immediately of any suspected unauthorized access.

3.11 All rights, title and interest in and to the Platform, including the Vendor App, Customer App, software, designs, databases, systems and related intellectual property, shall remain vested in BEXU or its licensors. Subject to this Agreement, BEXU grants the Vendor a limited, non-exclusive, non-transferable and revocable right to access and use the Platform during the Term. Nothing in this Agreement transfers any ownership interest in the Platform to the Vendor. The Vendor shall not copy, reverse engineer, scrape, interfere with, circumvent or commercially exploit the Platform except as expressly permitted by BEXU.

4. Operations Management

4.1 The Vendor App provides the following operational tools:

4.2 Business Activity Control Panel, which is the Vendor dashboard through which the Vendor manages its business profile, listed services and categories, pricing, opening hours and location information. Changes submitted through the Business Activity Control Panel shall take effect when published or approved through the Platform. BEXU may review, reject, suspend or remove any information that it reasonably considers inaccurate, misleading, unlawful or inconsistent with this Agreement.

4.3 The Vendor shall ensure that its profile and listings are complete, accurate and current, including its business name, location, contact details, operating hours, service descriptions, practitioner details, duration, availability, eligibility conditions and prices. The Vendor shall not publish misleading, incomplete or inaccurate information.

4.4 All prices displayed to Customers shall include applicable VAT and all mandatory charges. The Vendor shall not charge a Customer more than the price confirmed at the time of Booking, except for additional services separately requested and expressly approved by the Customer before they are provided.

4.5 Staff Schedule Management, allowing the Vendor to:

4.6 Add, remove, and manage individual staff/practitioner profiles, including the services each is qualified and permitted to deliver.

4.7 Set individual staff working hours, days off, and leave, which the Booking engine uses to determine real-time availability.

4.8 Customer Management Tools, which will provide the following:

4.9 A record of Vendor's Customers who have booked through the Platform, including booking history and any notes Vendor adds. The Platform may provide the Vendor with limited access to Customer information, Booking history and operational notes required to manage its Customer relationships through the Platform.

4.10 Vendor may use this data only to service and follow up on the specific Customer relationship (e.g., appointment reminders, aftercare follow-up) and, where the Customer has separately opted in through the Customer App, for direct marketing.

4.11 The Vendor shall not sell, disclose or provide Customer information to any third party or use such information for unrelated purposes. The Vendor may use Customer information for its own direct marketing only where the Customer has provided valid and specific consent for that marketing.

4.12 Automated Booking Lifecycle, which will provide the following:

4.13 Automated Booking confirmations, reminders, and rescheduling/cancellation notifications sent to both Customer and Vendor.

4.14 No-show and late-cancellation flagging in accordance within BEXU's permitted parameters.

4.15 The Vendor shall accept, decline or propose the rescheduling of any Booking request requiring manual confirmation within the response period displayed in the Vendor App. Failure to respond within that period may result in automatic cancellation of the Booking and may adversely affect the Vendor’s quality standing under this Agreement.

4.16 A Booking becomes binding between the Vendor and the Customer when it is confirmed through the Platform. Where the Vendor has enabled instant booking, confirmation shall occur automatically once the Customer completes the Booking process. Where manual confirmation is required, the Vendor shall accept or reject the request within the period displayed on the Platform.

4.17 The Vendor shall honor each confirmed Booking at the agreed time, location and price and shall ensure that the relevant service is provided by properly qualified and authorized personnel. The Vendor shall promptly update its availability and shall not accept Bookings it cannot reasonably fulfil.

4.18 The Platform may record and flag no-shows, late cancellations and rescheduling requests in accordance with the Cancellation and Refund Policy in Schedule 2 and the applicable Customer Terms.

4.19 The Vendor shall respond to any complaint or information request submitted by BEXU within five Business Days, or immediately where the complaint concerns health, safety, fraud or regulatory compliance. The Vendor shall provide all records and evidence reasonably required to investigate the matter.

4.20 The Vendor authorises BEXU, acting reasonably under the Customer Terms and Schedule 2, to determine the appropriate Platform remedy after considering the available evidence. Where payment was made directly to the Vendor, the Vendor shall carry out the refund or other remedy; where payment was processed by a PSP, BEXU may transmit the authorised refund instruction to that PSP. The Vendor shall normally be given an opportunity to respond, except where immediate action is required for health, safety, fraud prevention or Applicable Law.

4.21 The Vendor shall promptly and accurately record completed services, direct payments, cancellations, refunds and delivery status through the Platform. An enabled direct payment method does not permit concealment of a Platform Transaction or a false Customer-source record. The Vendor shall preserve proportionate supporting evidence and cooperate with reconciliation and genuine attribution disputes.

4.22 Inviting existing Customers onto the Platform is voluntary and is not a condition of free access. Invitations, referral links or approved imports must be used lawfully and must accurately identify the inviting Vendor. The Vendor shall not create an account or accept Customer Terms for a person without that person’s lawful authority.

5. Payments and settlement

5.1 Vendor Services are ordinarily paid for by the Customer directly to the Vendor using the payment method disclosed before Booking. BEXU does not collect that service price. The Vendor shall issue the required Customer invoice, record completion and payment accurately and remain responsible for direct-payment receipts and refunds.

5.2 BEXU shall issue a monthly invoice and supporting statement for Service Commission due on recorded Completed Transactions. The invoice is payable within 30 calendar days of issue. A genuine, supported discrepancy must be notified within 15 calendar days; undisputed amounts remain payable on time. BEXU shall investigate the disputed amount and correct an established error. Silence does not validate fraud or a manifest error.

5.3 Where product checkout is enabled, Customer payments shall be received and processed by a licensed PSP and settled to the Product Seller’s verified account under the applicable PSP terms. The Vendor shall complete PSP onboarding and accept the PSP terms before that functionality is activated. BEXU may provide Transaction information and authorised allocation, refund and Chargeback instructions but does not hold Customer funds under this route.

5.4 A different service or product payment route may be used only after the relevant roles, receipt and settlement arrangements, required licences or authorised-provider arrangements and applicable terms have been established and accepted before activation. Nothing in this Agreement authorises BEXU to provide a regulated payment service without the required authorisation or to hold Customer funds under the standard PSP route.

5.5 For product Transactions, the Vendor authorises the PSP to deduct Product Commission, actual PSP processing charges without a BEXU markup, refunds, Chargebacks and lawful reserves from the seller’s proceeds. Processing charges are borne by the Product Seller and are not added as a BEXU Customer booking or service fee. Any unrecovered sum properly due from the Vendor is payable within 10 Business Days after a supported written demand.

5.6 The settlement cycle, minimum threshold, reserves and verification requirements are those of the selected PSP as disclosed to the Vendor before activation and recorded in the Order Form or PSP terms. BEXU shall provide or make available a statement of gross proceeds, authorised deductions and net settlement. BEXU does not guarantee a PSP’s processing or bank-credit timing but remains responsible for its own instructions and errors.

5.7 If a Vendor pays a Commission invoice by card, BEXU bears its own receiving-provider processing cost unless a different cost is separately disclosed and expressly accepted before that payment. The Vendor bears its own bank-transfer charges. A quoted percentage in a financial study is not an additional contractual payment fee.

5.8 Where a direct-paid service refund is determined under Schedule 2, the Vendor shall promptly pay the Customer using the original method where practicable and provide evidence through the Platform, normally within five Business Days after the determination. PSP refunds shall be instructed promptly and credited subject to the PSP, issuer or bank’s processing time. The Vendor shall not retain a payment merely because BEXU does not hold it.

5.9 Only informational transaction and settlement records are displayed through the Platform. They are not a payment account, wallet or stored monetary balance held by BEXU. BEXU may replace or suspend an unavailable payment integration with reasonable notice and measures to address affected Transactions.

6. Free access and commission

6.1 Basic Platform access is free for all approved Vendor categories. There is no recurring subscription, setup or onboarding fee. The approved functions and capacity are described in Schedule 1 and recorded in the Order Form. Optional paid services require a separate express election; access to free features does not imply purchase of an optional service.

6.2 Service Commission is 19% of the Gross Transaction Value of the first Completed Transaction in an Eligible Relationship. It is then payable on the first Completed Transaction occurring after 365 calendar days have elapsed from the date of the last Completed Transaction for which Service Commission was charged and has not been fully reversed. The reference date is the date of that Transaction, not its invoice or payment date; non-payment of an invoice does not restart the period. Time passing alone creates no charge. Intervening bookings, account use or completed transactions within that period do not restart the period or attract Service Commission.

6.3 A Customer introduced by the Vendor through an attributable direct channel or invited as an existing Customer is exempt from Service Commission in that original Vendor relationship. The Vendor shall record the source before the first Completed Transaction or provide reliable pre-existing evidence when disputing an incorrect record. No claim of introduction may be manufactured after BEXU has sourced the relationship. The Customer’s relationship with a different Vendor is assessed independently.

6.4 The same Customer returning to BEXU does not alone create a new Eligible Relationship. Multiple accounts, devices, staff members or calendars shall not be used to create or evade additional Commission. BEXU shall assess genuine source and identity disputes using available records, give the Vendor an opportunity to provide evidence and correct established attribution errors.

6.5 Product Commission is 10% of the Gross Transaction Value of each eligible completed product sale unless a different rate is expressly recorded in the accepted Order Form. Product-selling functionality shall be activated only after the Vendor accepts that rate and Schedule 3. The service-source exemption and 365-day cycle do not apply to products. A Lifetime Partner exemption applies as stated in Clause 7.

6.6 Commission does not apply to an unperformed service, a cancellation or a no-show charge where no Vendor Service was provided, or to a product sale cancelled before completion. A full refund reverses the associated Commission; a partial refund proportionately adjusts the chargeable value. A replacement without a refund does not create a second Product Commission on the same order.

6.7 For the service renewal record, a fully refunded commission-charged Transaction is removed and the previous un-reversed commission-charged Transaction, if any, remains the reference date. A partial refund that leaves a completed chargeable service does not restart that date. BEXU shall correct the invoice or settlement accordingly. Fraud, concealment or breach may give rise to separate recoverable loss but does not convert an unperformed service into a Completed Transaction.

6.8 For a multi-session package, Commission is assessed only on a completed service component, using its allocated share of the discounted package price disclosed before confirmation. If no allocation was disclosed, the share shall be determined reasonably in proportion to the services’ published standalone prices, or equally between comparable components if no such prices are available. An advance payment or commencement of the first session does not make the entire unperformed package a Completed Transaction. The first eligible completed component triggers the relationship rule; later components are assessed under the same 365-day rule. Instalments are not additional Transactions. For a recurring membership, each paid membership period is one Transaction, completed when that period ends and its contracted access or services have been provided; an individual gym visit is not a separate Transaction. Refund adjustments under this Clause continue to apply.

6.9 All Vendor Fees are exclusive of VAT unless expressly stated otherwise. The Vendor remains responsible for its Customer tax invoice and applicable VAT; BEXU issues invoices for its own Fees. The Gross Transaction Value is calculated after Vendor discounts and excludes VAT and separately disclosed delivery charges.

6.10 BEXU may change standard Commission or introduce a charge for previously free access only prospectively, on at least 30 calendar days’ notice and express Vendor acceptance of the new charge before it applies. Confirmed Transactions, accrued rights and an existing Lifetime Partner entitlement are not retrospectively changed. The Vendor may end the affected arrangement before the proposed change takes effect.

7. Lifetime Partner Scheme

7.1 BEXU may offer a limited number of places under an optional Lifetime Partner Scheme. Participation is effective only when BEXU accepts a completed Order Form stating the single flat Lifetime Fee, enrolment deadline, maximum Scheme places and fixed Longstop Date, and the fee is received in cleared funds. The same flat fee applies to the offered Scheme; the former category-based fees and subscription-waiver tiers do not apply.

7.2 An accepted Lifetime Partner pays no Service Commission or Product Commission on Transactions through the activated Vendor Account for its lifetime while the Platform operates and the Vendor remains in good standing. Basic access remains free. The exemption applies to the approved legal entity, account and authorised locations recorded at enrolment and is not extended to a new entity or location without written approval.

7.3 The exemption does not include actual PSP charges, taxes, paid media, third-party production costs or separately accepted promotional or future premium services. The Scheme is non-transferable except with BEXU’s written approval and does not confer shares, ownership, financial return, investment rights or a cash balance.

7.4 The entitlement ends if the Vendor voluntarily closes the account or BEXU lawfully terminates for the Vendor’s material breach. BEXU shall not remove an accepted commission exemption merely by renaming a free package, reallocating the same account or changing the standard commission rate. A platform discontinuation after Public Launch does not guarantee repayment of the Lifetime Fee, subject to Applicable Law and any accrued right.

7.5 Before Public Launch, the Vendor may cancel within 14 calendar days after paying the Lifetime Fee and receive a full refund. After that period or after Public Launch, whichever occurs first, the fee is not refundable except under an express written entitlement or Applicable Law. A valid pre-launch cancellation ends the related package entitlement.

7.6 If Public Launch has not occurred by the agreed Longstop Date, BEXU shall procure the non-cash digital marketing package in Schedule 4, with Package Value equal to the Lifetime Fee exclusive of VAT. BEXU remains responsible to the Vendor for that promise. Before accepting enrolment it shall reserve approved Media Heist capacity and agree the corresponding allocation, then submit the complete Enrolment Notice and fund that allocation within five Business Days after the Lifetime Fee is received in cleared funds. BEXU shall not sell a place without the corresponding agreed fulfilment capacity.

7.7 The Vendor is not entitled to both that package and repayment or another recovery of the same Lifetime Fee, except to the extent required by Applicable Law. An internal allocation or funding failure between BEXU and Media Heist does not remove an otherwise valid Vendor right against BEXU.

7.8 BEXU shall record acceptance and provide the Vendor with the Scheme commercial record. A sales statement, old tiered package or financial-model assumption does not create a Lifetime Partner entitlement without the accepted enrolment record. Ordinary free registration creates no obligation to pay a fee on Public Launch.

8. Growth and Marketing

8.1 The Vendor retains ownership of its business name, trademarks, logos and other Vendor Content.

8.2 The Vendor grants BEXU a non-exclusive, royalty-free and sublicensable licence during the Term to host, reproduce, display and use the Vendor Content for the purposes of operating and marketing the Platform, displaying the Vendor’s profile, Vendor Services and Vendor Products, and promoting the Vendor through BEXU’s website, applications, social-media channels and promotional materials.

8.3 The Vendor represents and warrants that it owns or has obtained all rights, permissions and consents necessary for BEXU’s use of the Vendor Content and that such content is accurate, lawful, not misleading and does not infringe the rights of any third party.

8.4 The Vendor may request the removal of particular Vendor Content, subject to a reasonable implementation period. BEXU may suspend or remove any affected listing where that content is necessary for the operation or legal compliance of the listing.

9. Home and off premises services

9.1 Home and other off-premises Vendor Services are available only where BEXU enables the function for an approved individual provider or single-activity establishment and the Vendor meets all applicable conditions. The feature is not automatically granted to a multi-activity establishment.

9.2 Participation is optional. The Vendor shall hold all licences, practitioner authorisations, permits, insurance and health and safety arrangements required for the service and place of delivery, and shall accept the relevant operational conditions before activation. BEXU may refuse or withdraw access where those requirements are not met.

9.3 The Vendor remains responsible for lawful travel, safe personnel deployment, service delivery and the suitability of the location. The Customer shall be given the relevant eligibility, location, access and safety conditions before confirming the Booking.

10. Visibility and optional promotional services

10.1 Ranking and visibility may be influenced by relevance, location, availability, ratings, responsiveness, completion rates, cancellations and other disclosed operational factors. A paid subscription tier is not a ranking factor under the free basic model.

10.2 BEXU may feature the Vendor under the content licence in Clause 8. Paid sponsored placements apply only if actually offered, labelled as sponsored where required and separately accepted in a Promotional Order describing the placement, period, charge and material limitations.

10.3 Where the optional Instagram video service is offered and accepted, the standard charge is AED 1,500 per month exclusive of VAT for ten videos produced and published on BEXU’s Instagram account as joint Collab posts, subject to the accepted brief, approvals and publishing-platform requirements. The Promotional Order shall specify the production and publication timetable, included revisions and usage rights. Ordinary basic access creates no obligation to purchase that service.

10.4 A Promotional Order binds BEXU and the Vendor. It does not bind Media Heist or another production supplier unless that supplier accepts its own engagement.

10.5 No promotional arrangement guarantees ranking, impressions, engagement, enquiries, Customers, Bookings, sales, revenue or commercial return. Paid media, talent, venues, travel, licences and third-party costs are excluded unless expressly included. Services beyond an accepted brief require a separately accepted change or order.

11. Optional loyalty and rewards programmes

11.1 BEXU may offer a loyalty or rewards programme only under programme terms made available before participation, describing qualifying Transactions, points or benefits, redemption, expiry and any participating-Vendor obligations. This Agreement does not itself establish a funded BEXU Rewards programme or a Customer booking or service fee.

11.2 No Vendor-funded discount, reward, contribution or benefit applies without the Vendor’s express acceptance. A Customer’s participation does not change the Commission rules unless a specific accepted term expressly provides otherwise.

11.3 Promotional points have no cash value, are not transferable or redeemable for cash and are not funds held for a Customer or Vendor unless separate lawful arrangements expressly provide otherwise. Nothing here authorises a wallet, payment account or stored-value facility.

12. Vendor Conduct and Quality Standards

12.1 The Vendor shall maintain all licences, permits, approvals and registrations required for its business, personnel, premises, Vendor Services and Vendor Products throughout the Term.

12.2 The Vendor shall ensure that Vendor Services are provided with reasonable skill, care, professionalism and hygiene and only by properly trained, qualified and authorised personnel.

12.3 The Vendor is solely responsible for its employees, workers, contractors and practitioners, including their recruitment, supervision, remuneration, visas, work permits, employment rights, professional qualifications and conduct.

12.4 The Vendor shall maintain all professional indemnity, public liability, product liability and other insurance required by Applicable Law or reasonably required by BEXU for the relevant activities and shall provide evidence of such insurance upon request.

12.5 The Vendor shall not engage in, and shall promptly report to BEXU, any suspected fraudulent Booking, payment fraud or Chargeback abuse involving the Platform. BEXU may investigate suspected fraud and may instruct the PSP to withhold, reverse or adjust an affected settlement, in each case in accordance with this Agreement, the applicable PSP terms and Applicable Law.

12.6 The Vendor shall immediately notify BEXU of:

12.7 Any incident involving death, personal injury, material property damage, Customer safety or a suspected defective Vendor Product;

12.8 Any regulatory inspection, investigation, warning, restriction or enforcement action relating to the Vendor; or

12.9 Any circumstance that may prevent the Vendor from lawfully or safely fulfilling a confirmed Transaction.

12.10 Where the Vendor lists or sells Vendor Products, the Vendor shall comply with the Product Seller Terms in Schedule 3 and shall ensure that:

12.11 It is duly licensed and authorised to advertise, distribute and sell the Vendor Products in the United Arab Emirates;

12.12 Each Vendor Product is genuine, safe, fit for purpose, properly stored and compliant with Applicable Law;

12.13 All required conformity certificates, import records and approvals are maintained and provided to BEXU upon request;

12.14 Delivery, return, replacement and refund obligations are fulfilled in accordance with Schedule 3 and the Customer Terms.

13. Data protection and confidentiality

13.1 Each Party shall comply with Applicable Law, including Federal Decree-Law No. 45 of 2021 concerning the Protection of Personal Data where applicable. Each ordinarily acts as an independent controller for its own Platform, Transaction, commission, professional, legal and business purposes. BEXU’s Platform Privacy Policy describes its processing.

13.2 The Vendor shall provide Customer records to BEXU only through an approved invitation or import method, with a lawful basis, appropriate notice and authority. It shall minimise the data shared and retain proportionate evidence of lawful introduction. Free access is not conditional on transferring the Vendor’s existing Customer database. An invitation or import does not itself constitute the Customer’s consent to general marketing or acceptance of Customer Terms.

13.3 BEXU may process proportionate Customer identifiers, source records, Customer–Vendor relationship history and last commission-charged dates to administer Commission, exemptions, disputes and the 365-day rule. Exemptions do not authorise sale of data, disclosure of one Vendor’s confidential Customer list to another Vendor, or unrestricted marketing across Vendor relationships.

13.4 Where BEXU hosts a Vendor-only CRM record solely on that Vendor’s documented instructions, the Vendor is controller and BEXU is processor for that activity. The subject matter is hosted contact and relationship administration during the Term; the data are the contact, booking and related records lawfully supplied by the Vendor. BEXU shall process them only to deliver that instructed function or meet a legal duty and shall notify the Vendor where legally permitted of an instruction it reasonably considers unlawful.

13.5 For that processor activity, BEXU shall ensure confidentiality, appropriate security, authorised access, and equivalent data duties for approved hosting and support subprocessors. The Vendor generally authorises those categories of subprocessors as disclosed through the Platform; a material replacement shall be notified so a reasonable data-protection objection can be considered before implementation. BEXU remains responsible for its processor duties.

13.6 BEXU shall reasonably assist the Vendor with applicable data-subject requests, security incidents, legally required assessments and competent-authority enquiries to the extent related to that processing. It shall provide information reasonably necessary to evidence compliance, subject to confidentiality, security and protection of other users. On termination it shall return or delete Vendor-only CRM data within a reasonable period, except lawful retention and protected backup cycles.

13.7 The Vendor may use Customer data disclosed for a Transaction only to manage and perform it, communicate operational information, provide necessary aftercare, address complaints and comply with law. Separate direct marketing requires a valid basis and, where required, specific demonstrable consent. The Vendor shall not sell, export or disclose the data for unrelated purposes.

13.8 Both Parties shall apply appropriate access controls, confidentiality duties and security safeguards. A Party discovering a breach affecting shared or processor data shall notify the other without undue delay and, where practicable, within 24 hours of awareness, with available information and reasonable updates. Each remains responsible for its own legally required notices.

13.9 Sensitive and health data shall be collected only where necessary for a lawful disclosed purpose, with applicable additional safeguards. Unless an approved feature requires otherwise, the Customer should provide clinical or treatment information directly to the responsible licensed Vendor rather than a general Platform profile or public review.

13.10 Data shall be retained no longer than necessary for the disclosed function, Commission cycle, tax and accounting duties, dispute resolution and Applicable Law. The 365-day cycle is not a universal deletion deadline. International transfers require applicable lawful safeguards. Each Party shall reasonably assist the other where necessary because of its processing.

13.11 Each Party shall keep non-public commercial, financial, technical and operational information received from the other confidential and use it only for the Agreement. This excludes information lawfully public, already known, lawfully received without restriction or required to be disclosed by law or a competent authority. Confidentiality survives for three years and indefinitely for protected trade secrets and Personal Data as required by law.

14. Platform and Agreement changes

14.1 BEXU may update or modify Platform functions where reasonably required for technical, security, operational, commercial or compliance reasons. It shall give reasonable notice of a material change affecting an approved function and shall address confirmed Transactions and accrued entitlements.

14.2 BEXU may amend this Agreement on reasonable prior notice identifying the amendment and effective date. A materially adverse change gives the Vendor a right to terminate before it takes effect. Continued use may evidence acceptance of a non-fee operational amendment; a new or increased charge requires the express acceptance under Clause 6.

14.3 An urgent amendment required by law, a competent authority, security or fraud prevention may take immediate effect, with notice as soon as reasonably practicable. No amendment retrospectively changes a confirmed Transaction, earned exemption or accepted Lifetime Partner entitlement.

15. Content Moderation

15.1 Customers may submit ratings and reviews relating to completed Transactions. The Vendor may flag any review that it reasonably believes is false, unlawful, defamatory, abusive or unrelated to a genuine Transaction. BEXU may investigate, retain, restrict or remove the review in accordance with its content guidelines and Applicable Law.

15.2 BEXU does not author Customer reviews and does not guarantee their factual accuracy. BEXU’s role is limited to hosting and moderating such content, subject to BEXU’s own obligations under Applicable Law.

15.3 The Vendor shall not submit or procure fabricated reviews, offer undisclosed incentives in exchange for positive reviews, manipulate ratings, pressure a Customer to remove a genuine review or retaliate against a Customer for submitting a review or complaint.

15.4 Search rankings and recommendations may be influenced by factors including relevance, location, availability, Customer ratings, responsiveness, completion rates, cancellations and separately accepted, disclosed sponsored placement. BEXU does not guarantee any particular ranking or level of visibility.

16. Suspension and Termination

16.1 BEXU may immediately restrict or suspend all or part of the Vendor Account where:

16.2 Any licence, permit, approval or insurance expires, is suspended or is revoked;

16.3 The Vendor provides false, inaccurate or misleading information;

16.4 The Vendor fails to pay any amount when due;

16.5 BEXU reasonably identifies a risk to Customers, public health, Platform security or payment integrity;

16.6 Fraud, unlawful activity or a serious breach of this Agreement is suspected;

16.7 The Vendor repeatedly cancels or fails to perform confirmed Bookings;

16.8 Suspension is required or requested by the PSP or a competent authority; or

16.9 Suspension is otherwise reasonably necessary to protect BEXU, Customers, other Vendors or the Platform.

16.10 During suspension, the Vendor’s profile may be hidden from Customer-facing search and no new Bookings or Transactions may be accepted. BEXU may permit the Vendor limited access to manage existing Bookings, complaints and Transaction records where such access does not create a risk to Customers or the Platform.

16.11 Where a breach is capable of remedy and does not create an immediate Customer, regulatory, payment or security risk, BEXU shall give the Vendor 10 Business Days to remedy the breach before terminating this Agreement.

16.12 BEXU may terminate this Agreement immediately where:

16.13 The Vendor commits a material breach that is incapable of remedy or is not remedied within the period provided under Clause 16.11;

16.14 The Vendor engages in fraud, wilful misconduct or unlawful activity;

16.15 The Vendor becomes insolvent, ceases business or enters liquidation;

16.16 Continued performance would breach Applicable Law or a direction of a competent authority; or

16.17 The circumstances supporting suspension are sufficiently serious to justify termination.

16.18 On termination:

16.19 The Vendor’s profile and listings shall be removed or disabled;

16.20 No new Bookings or Transactions may be accepted;

16.21 BEXU may determine, acting reasonably, whether existing Bookings should be completed, cancelled or refunded;

16.22 The PSP may retain reasonable reserves for pending refunds, disputes and Chargebacks;

16.23 All outstanding Fees and other amounts shall become immediately due; and

16.24 The Vendor’s access to Customer Personal Data shall cease, subject to any retention required by Applicable Law.

16.25 Termination shall not affect any right, liability or obligation accrued before termination. Provisions concerning payments, refunds, Personal Data, confidentiality, intellectual property, indemnities, liability and dispute resolution shall survive termination.

16.26 The Vendor may terminate ordinary free access on written notice, subject to completing or resolving confirmed Transactions and paying accrued Fees. BEXU may terminate ordinary free access on 30 calendar days’ notice for a genuine operational reason, while addressing confirmed Transactions and accrued rights. An accepted Lifetime Partner entitlement shall not be removed by convenience termination without resolution of the Vendor’s accrued contractual rights.

17. Liability

17.1 The Vendor represents and warrants throughout the Term that:

17.2 It is duly established, licensed and authorised to conduct its business and provide the Vendor Services and Vendor Products;

17.3 All information and documents provided to BEXU or the PSP are true, accurate, complete and current;

17.4 Vendor Services shall be provided with reasonable skill and care by appropriately qualified personnel;

17.5 Vendor Products shall be genuine, safe, fit for purpose and compliant with Applicable Law;

17.6 Vendor Content, listings and advertisements shall be accurate, lawful and not misleading; and

17.7 It shall comply with all tax, employment, health, safety, consumer-protection, data-protection and sector-specific requirements applicable to its activities.

17.8 BEXU shall operate the Platform with reasonable skill and care. BEXU does not warrant that the Platform shall operate without interruption, delay or error or that the Vendor shall receive any minimum number of Bookings, Customers, sales or revenue.

17.9 BEXU operates the Platform as a marketplace connecting Customers and Vendors. The Vendor is the direct provider and supplier of the Vendor Services and Vendor Products and is responsible for their performance, quality, safety and legal compliance.

17.10 The Vendor shall indemnify BEXU against claims, losses, damages, liabilities, penalties and reasonable costs arising from:

17.11 The provision or non-performance of Vendor Services;

17.12 Any defective, unsafe, counterfeit, expired or non-compliant Vendor Product;

17.13 Death, personal injury or property damage caused by the Vendor, its personnel, Vendor Services or Vendor Products;

17.14 Infringement arising from Vendor Content;

17.15 Misuse or unauthorised disclosure of Personal Data; or

17.16 The Vendor’s breach of this Agreement, negligence, fraud or unlawful conduct.

17.17 To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for indirect or consequential loss or for loss of anticipated profit, revenue, goodwill or business opportunity.

17.18 Subject to the non-excludable liabilities below, BEXU’s aggregate liability to the Vendor arising from this Agreement shall not exceed the higher of AED 5,000 and the Fees actually received and retained by BEXU from that Vendor in the 12 months preceding the event. Customer refunds or other amounts properly due under this Agreement shall not be treated as excluded indirect loss.

17.19 Nothing in this Agreement limits or excludes either Party’s liability for fraud, wilful misconduct or gross fault, death or personal injury caused by that Party, or any other liability that cannot lawfully be limited or excluded.

18. Force Majeure

18.1 Neither Party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations already due) to the extent caused by events beyond that Party's reasonable control, including natural disaster, war, civil unrest, governmental action, epidemic, internet or telecommunications failure, or failure of a third-party payment or hosting provider (a “Force Majeure Event”).

18.2 The affected Party will notify the other Party promptly of a Force Majeure Event and use reasonable efforts to mitigate its impact. If a Force Majeure Event continues for more than 60 days, either Party may terminate the affected obligations on written notice.

18.3 A Force Majeure Event does not remove a refund, replacement, re-performance or other remedy required for a Transaction under the Customer Terms, this Agreement or Applicable Law.

19. Governing Law and Dispute Resolution

19.1 This Agreement is governed by the federal laws of the United Arab Emirates and the laws of the Emirate of Dubai.

19.2 The Parties shall first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through written negotiations. If the dispute is not resolved within 15 Business Days after written notice of the dispute, the courts of Dubai shall have exclusive jurisdiction.

20. General Provisions

20.1 This Agreement, the applicable Order Form and its Schedules constitute the entire agreement between the Parties concerning the Vendor’s onboarding, access to and use of the Platform and supersede all prior discussions, proposals and agreements concerning the same subject matter.

20.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in full force and effect.

20.3 Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between BEXU and Vendor.

20.4 The Vendor may execute or accept this Agreement and any Order Form electronically. BEXU may retain an electronic record of the accepted version, the date and time of acceptance and the identity of the accepting user. An electronic acceptance or signature shall have the same effect as a handwritten signature.

20.5 Operational notices may be delivered through the Platform or to the email address registered to the Vendor Account. Notices concerning material breach or termination shall be sent by email to the contact details provided by the relevant Party.

20.6 The Vendor shall not assign or transfer this Agreement without BEXU’s prior written consent. BEXU may assign this Agreement to an affiliate or in connection with a merger, restructuring, acquisition or transfer of the Platform business.

20.7 BEXU may engage PSPs, hosting providers, verification providers and other subcontractors to support the Platform. BEXU remains responsible for its own obligations under this Agreement and Applicable Law.

20.8 A failure or delay in exercising any right does not constitute a waiver of that right. Any waiver shall be effective only if made in writing.

20.9 Unless expressly stated in an Order Form, this Agreement is non-exclusive and neither Party is restricted from entering into arrangements with other persons.

20.10 BEXU may be contacted through the Platform support function or the contact form at https://www.bexu.ae/contact. The Vendor’s notice contact is the address or email in its accepted Order Form. A material notice shall be retained in a durable electronic record.

20.11 The Agreement and Customer-facing operational information shall be made available in Arabic as required by Applicable Law and may also be provided in English. Mandatory language and consumer rights prevail over a contrary contractual term.

Schedule 1

Free access and commercial rules

There is no monthly or annual charge for the basic functions assigned to an approved Vendor category, no setup fee and no onboarding fee. All formerly paid add-on functions assigned to the applicable approved category, including the former Product Add-On and Product Add-On Plus functions, are included without a separate add-on fee where approved and technically available. There is no automatic paid product add-on.

Classification is based on the Vendor’s approved activities and operational needs. Category, calendars, activities and approved locations are recorded in the Order Form. Additional locations require approval and lawful capacity but do not automatically create a subscription fee or a new commission relationship.

Ordinary operational booking confirmations, reminders and status messages through supported Platform channels are included without a separate charge. Bulk marketing, third-party paid media and separately accepted specialist services are outside the basic offering.

Free functions remain subject to technical availability, reasonable use, security and compliance controls. They create no promise of uninterrupted service, unlimited third-party expenditure or a particular ranking or business result.

Standard Service Commission is 19% on eligible relationships under Clause 6; standard Product Commission is 10% on eligible completed sales where product selling is expressly enabled and accepted. An accepted Lifetime Partner pays neither. Vendor Fees are exclusive of VAT.

Service Commission is invoiced monthly and payable within 30 calendar days. Product settlement follows the selected licensed PSP’s disclosed terms. Actual product PSP processing charges are borne by the seller without a BEXU markup. No standard Customer booking or service fee is introduced.

Schedule 2

Cancellation no show complaints and refunds

This Schedule applies to Bookings for Vendor Services.

The applicable cancellation conditions shall be displayed to the Customer before the Booking is confirmed.

A cancellation or no-show charge must be disclosed and accepted before Booking, permitted by Applicable Law and reasonably proportionate to the Vendor’s actual loss. The stated percentages are maximum limits, not automatic penalties; required mitigation, a replacement booking and any lawful Customer exception shall be taken into account. Mandatory Customer rights prevail.

A Customer cancelling or rescheduling at least 24 hours before the scheduled appointment shall receive a full refund and shall not incur a cancellation charge;

A Customer cancelling or rescheduling less than 24 hours but at least two hours before the scheduled appointment may be charged up to 50% of the Booking price; and

A Customer cancelling less than two hours before the scheduled appointment may be charged up to 100% of the Booking price.

A Customer may be treated as a no-show where the Customer has not attended within 30 minutes after the scheduled appointment time and has not contacted the Vendor or BEXU to explain the delay.

Before recording a Customer as a no-show, the Vendor shall:

Be ready and reasonably able to perform the confirmed Vendor Service;

Make at least one reasonable attempt to contact the Customer using the Platform; and

Record the no-show through the Vendor App together with any available supporting information.

A confirmed no-show may result in a charge of up to 100% of the Booking price.

BEXU may reduce or waive a cancellation or no-show charge where it considers that exceptional circumstances, a Platform error, a duplicate Booking or other reasonable grounds justify doing so.

Where the Vendor cancels a confirmed Booking or is unable to provide the Vendor Service at the agreed time, location and price, the Customer shall be entitled to:

A full refund; or

Rescheduling without additional charge.

If the Vendor is delayed by more than 30 minutes, the Vendor shall promptly notify the Customer through the Platform.

If the delay materially prevents the Customer from receiving the Vendor Service, or exceeds 30 minutes, the Customer may cancel and receive a full refund unless the Customer agrees to wait or reschedule.

Where a Vendor Service is not performed, is materially delayed, is materially different from its description or is performed defectively, the Customer may be entitled to:

Proper re-performance of the Vendor Service without additional charge;

Partial refund proportionate to the deficiency; or

Full refund where the Vendor Service was not provided, cannot reasonably be remedied or the Customer is entitled to that remedy under Applicable Law.

Customers should submit complaints as soon as reasonably practicable and, where possible, within seven calendar days after the scheduled appointment either through the Platform, or via any Bexu support channel.

The Customer shall provide the Booking details, a description of the complaint and any supporting photographs, communications or other evidence reasonably available.

The Vendor shall respond to BEXU’s request for information within the period stated in the Agreement and shall cooperate fully with the investigation.

BEXU may, acting reasonably and after considering the information provided by the Customer and the Vendor, determine whether a full refund, partial refund, re-performance or other remedy is appropriate.

BEXU may issue or instruct an immediate refund without first obtaining the Vendor’s response where necessary to protect Customer health or safety, prevent fraud, comply with Applicable Law or respond to a competent authority or PSP.

A direct-paid service refund shall be carried out by the Vendor under Clause 5. A PSP-paid refund shall be instructed through the PSP to the original method where practicable. Processing times shall be explained to the Customer.

A refund may be deducted from a Vendor settlement only where that settlement route exists and the deduction is authorised. A direct-paid refund remains payable by the Vendor and does not depend on a settlement balance.

Any cancellation or no-show charge properly disclosed, accepted and collected belongs to the Vendor, subject to the required refund, PSP fees or Chargeback. The authorised payment route and Customer rights continue to apply.

No Commission shall be payable on a cancellation or no-show amount where the Vendor Service was not performed.

A Chargeback does not replace the complaint and refund process under this Schedule. The Vendor shall provide any evidence reasonably required by BEXU or the PSP to respond to a Chargeback, and the financial consequences of the Chargeback shall be governed by the Agreement and the applicable PSP terms.

A cancellation or no-show without performed service attracts no Service Commission. A refund after completion adjusts Commission and the service-cycle record under Clause 6; a complaint or card dispute does not automatically remove the Vendor’s evidence or the Customer’s lawful remedy.

Schedule 3

Product Seller terms

This Schedule applies to each Vendor approved to list, advertise or sell Vendor Products through the Platform.

The Vendor shall not list a Vendor Product unless its trade licence and all necessary regulatory approvals authorise the sale, distribution and advertising of that Vendor Product in the United Arab Emirates.

Each product listing shall clearly and accurately state, as applicable:

The product name, brand and description;

The manufacturer, country of origin and quantity;

The full price, inclusive of VAT and mandatory charges;

Stock availability;

Delivery charges and estimated delivery time; and

The applicable return and replacement conditions.

The Vendor shall keep each listing accurate and shall immediately remove or suspend any Vendor Product that is unavailable, expired, recalled, prohibited or no longer compliant with Applicable Law.

The Vendor shall not list or sell:

Counterfeit, imitation, stolen or unlawfully imported products;

Expired, damaged, unsafe or recalled products;

Products prohibited from sale in the United Arab Emirates;

Products requiring a prescription or specific approval unless the Vendor and the Vendor Product have obtained all necessary licences and approvals; or

Products bearing misleading claims or descriptions.

BEXU may require evidence of authenticity, conformity, registration, importation, storage or regulatory approval before or after approving a listing.

The Vendor shall maintain accurate inventory information and shall not accept an order that it cannot reasonably fulfil.

The Vendor is responsible for the storage, packaging, handling, dispatch and delivery of Vendor Products, whether delivery is performed directly or through a properly licensed delivery provider.

Vendor Products shall remain at the Vendor’s risk until delivered to the Customer or the Customer’s authorised recipient.

Delivery charges and estimated delivery periods must be disclosed before the Customer confirms the Transaction.

No additional delivery or handling charge may be imposed after the Transaction has been confirmed unless expressly agreed by the Customer.

The Vendor shall dispatch and arrange delivery of each Vendor Product within the period confirmed through the Platform.

Delivery shall be evidenced by an electronic delivery record, Customer confirmation, or another reasonable method approved by BEXU.

Where delivery cannot be completed because the Customer provided incorrect delivery information or was unavailable to receive the Vendor Product, the Vendor may request that a reasonable redelivery charge be applied, provided that such charge was disclosed to or expressly accepted by the Customer.

Any delivery or redelivery charge payable by a Customer shall be processed through the Platform and the PSP. The Vendor shall not collect such charge directly from the Customer unless an alternative payment method has been expressly enabled by BEXU.

Under the standard product PSP route, delivery confirmation supports completion and settlement; the PSP receives and settles Customer funds to the Vendor, and BEXU does not hold them. Confirmation does not remove a later permitted return, refund or Chargeback.

Delivery confirmation shall not prevent BEXU or the PSP from withholding, adjusting or reversing a settlement where a refund, return, Chargeback, complaint, suspected fraud or other permitted adjustment subsequently arises.

A Customer may submit a cancellation request through the Platform before dispatch. The Vendor shall promptly confirm the fulfilment status of the order, following which BEXU may determine whether the cancellation should be approved.

Following dispatch or delivery, the Vendor shall accept the return or replacement of a Vendor Product, or otherwise cooperate with the processing of an appropriate refund, where the Vendor Product:

Is defective, damaged, incomplete or incorrect;

Is counterfeit, expired, unsafe or unlawfully supplied;

Differs materially from its description;

Was delivered so late that the Customer can no longer reasonably benefit from it; or

Was delivered contrary to the terms confirmed at the time of purchase.

Depending on the circumstances, the applicable remedy may consist of:

Replacement of the Vendor Product without additional charge;

A partial refund proportionate to the deficiency; or

A full refund where required by Applicable Law or where no other appropriate remedy is available;

Where a cancellation, return, replacement or refund results from the Vendor’s breach, error or non-compliance, the Vendor shall bear the reasonable costs of returning and, where applicable, replacing or redelivering the Vendor Product.

BEXU may, acting reasonably and in accordance with the Agreement, the Customer Terms and Applicable Law, determine whether a cancellation, replacement or full or partial refund is appropriate and instruct the PSP accordingly.

The refund shall follow the actual enabled payment route. Under the standard PSP route it shall be processed to the original payment method where practicable, with authorised deductions or recovery from the Vendor if already settled. Under a permitted direct route the Vendor shall refund the Customer and provide evidence, normally within five Business Days.

Upon receiving a complaint, BEXU shall record and conduct an initial assessment of the complaint and may request further information or evidence from the Customer, the Vendor, the relevant delivery provider or any other relevant person.

Where BEXU refers a complaint to the Vendor, the Vendor shall:

Respond within the period specified in the Agreement, or immediately where the complaint concerns health, safety, fraud or regulatory compliance;

Provide all relevant product, order, delivery, conformity and regulatory records requested by BEXU;

Preserve the relevant Vendor Product and supporting records where reasonably required for inspection or investigation; and

Otherwise cooperate fully with BEXU’s investigation.

BEXU shall, acting reasonably and after considering the available information, determine whether the complaint should be rejected or whether a replacement, full or partial refund or another appropriate remedy should be provided under this Schedule, the Customer Terms or Applicable Law.

BEXU may take immediate action without first obtaining the Vendor’s response where reasonably necessary.

Where the PSP route was used, the Vendor shall not issue a duplicate or off-route refund without authorisation. Where an enabled direct route was used, the Vendor shall carry out the refund under that route and record it through the Platform.

Any refund, Chargeback, delivery adjustment or other amount attributable to the Vendor may be deducted from unsettled Customer Payments or current or future settlements payable to the Vendor. Where the relevant amount cannot be recovered through such deductions, the Vendor shall repay it in accordance with the Agreement.

The Vendor shall immediately notify BEXU of any safety warning, regulatory investigation, recall or suspected defect affecting a Vendor Product.

The Vendor shall immediately suspend the affected listing and cooperate with BEXU, Customers, manufacturers and competent authorities in implementing any recall or corrective action.

All costs and liabilities associated with a Vendor Product recall or regulatory non-compliance attributable to the Vendor shall be borne by the Vendor.

A product Transaction shall be treated as completed when delivery is confirmed through an approved delivery record or when the Vendor Product is otherwise deemed delivered under the Customer Terms.

Completion does not prevent a subsequent refund, return, Chargeback or settlement adjustment under the Agreement.

Product Commission is charged on each eligible completed sale under Clause 6 and adjusted for refunds and returns. Customer source and the service renewal cycle do not create a product exemption; an accepted Lifetime Partner exemption applies.

The Product Seller remains the seller to the Customer, responsible for product conformity, lawful claims, stock, delivery, returns and required invoices. BEXU does not purchase product inventory for resale under this Agreement.

Where Applicable Law gives the Customer an election between refund, replacement or repair or another remedy, that election prevails over any sequence suggested in this Schedule. The Vendor shall cooperate with BEXU’s mandatory e-commerce and consumer obligations, including responsibility that law imposes on a platform for third-party goods. No clause excludes such responsibility or a non-excludable Customer right.

Schedule 4

Lifetime Partner non launch marketing package

This Schedule applies only to an accepted Lifetime Partner where Public Launch has not occurred by the fixed Longstop Date in the accepted Order Form. BEXU shall procure a Media Heist marketing package with Package Value equal to the Lifetime Fee exclusive of VAT. The Package Value is a service value, not a cash balance or guaranteed third-party spend.

BEXU shall give the Vendor a written activation notice. The Vendor shall request activation within 30 Business Days of receipt and provide the brand materials, access, instructions and approvals reasonably needed for a written service brief. BEXU shall assist reasonable activation requests and assess exceptional delay fairly.

The brief and accepted fulfilment Work Order shall specify deliverables, channels, timetable, dependencies, two reasonable revision rounds unless expressly varied, included and excluded costs, and permitted usage rights. A particular deliverable or platform result is not promised until included in that brief.

BEXU shall procure that Media Heist uses reasonable efforts to commence within 30 Business Days after the accepted Work Order and complete materials and approvals are available. Vendor-caused delays extend the timetable. Work beyond the agreed scope or included revisions requires an accepted change order and identification of the party paying the additional cost.

Paid advertising and media, talent or influencer fees, venues, travel, accommodation, third-party licences, stock assets, specialist software, printing and physical production are excluded unless expressly included. The Vendor is not required to buy extras to receive the agreed package.

BEXU and Media Heist do not guarantee impressions, enquiries, Customers, Bookings, sales, revenue or commercial return. Third-party platform rules, algorithms and availability may affect performance. Lawful Vendor claims, materials and timely approvals remain the Vendor’s responsibility.

The Vendor shall provide consolidated correction requests within five Business Days after delivery. Approval, publication or use evidences acceptance; silence may evidence acceptance after the stated response period, except latent technical defects notified promptly. BEXU shall remain the point of contact for genuine fulfilment disputes and required remedies.

The Vendor receives, through BEXU, a perpetual non-exclusive licence to use the final approved deliverables for its own lawful business and marketing, subject to applicable third-party licences and payment of any separately accepted extra charge. Drafts, working files and pre-existing agency tools are excluded unless expressly included. Portfolio use requires the relevant permissions and confidentiality safeguards.

The package is personal to the Vendor, non-transferable and not redeemable for cash. It may not be combined with repayment or another recovery of the same Lifetime Fee, subject to Applicable Law. BEXU remains responsible for its Vendor-facing promise; funding or capacity arrangements with Media Heist do not waive an accrued Vendor right.

Schedule 5

Optional Promotional Order Form

This form is used only for a separately accepted promotional service. The Vendor Platform Agreement applies. A blank election means that service is not purchased. A standard ten-video Instagram Collab service is AED 1,500 per month exclusive of VAT unless a different scope or price is expressly accepted below.

BEXU shall arrange the accepted production and publication service with reasonable skill and care. The Vendor shall supply accurate brand materials, lawful claims, required participant consents and access, and provide consolidated feedback promptly. Two reasonable revision rounds are included unless varied below. Vendor-caused delay extends the timetable.

Paid media, talent, influencer, venue, travel, licence, printing and third-party costs are excluded unless expressly included. No extra cost or scope is incurred for the Vendor without acceptance. BEXU does not guarantee social-platform approval, continued reach, impressions, sales or financial results; mandatory liability remains preserved.

The Vendor receives a perpetual non-exclusive licence to use final paid deliverables for its own lawful marketing, subject to disclosed third-party licences. Working files and pre-existing production tools are excluded unless agreed. BEXU’s account remains its own account; access to its audience or account ownership is not transferred. Portfolio use and images of identifiable persons require the relevant permissions.

There is no automatic renewal unless the recurring election below is expressly selected. A recurring monthly order may be cancelled before the next month begins; the current accepted month continues. Charges for services not provided because of BEXU’s breach are refunded proportionately, while completed work and approved non-cancellable third-party commitments remain payable. Further changes require an accepted written variation.

Service selection:

☐ Ten video Instagram Collab monthly service ☐ Other expressly described service

Recurring monthly order selected ☐ No ☐ Yes